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Scheme Document THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. This Document contains a proposal which, if implemented, will result in the cancellation of the listing of RSA Shares on the Official List and of trading of RSA Shares on the London Stock Exchange. If you are in any doubt as to the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom. If you sell or have sold or otherwise transferred all of your RSA Shares or RSA ADSs, please send this Document together with the accompanying documents (other than documents or forms personal to you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of RSA Shares or RSA ADSs, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected. The release, publication or distribution of this Document and any accompanying documents (in whole or in part) in or into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this Document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Acquisition or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This Document is not a prospectus or prospectus equivalent document. Recommended Cash Acquisition of RSA Insurance Group plc by Regent Bidco Limited (a wholly-owned subsidiary of Intact Financial Corporation) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 This Document (including all information incorporated into this Document by reference to another source) should be read as a whole and in conjunction with the Forms of Proxy. Your attention is drawn to the letter from the Chairman of RSA Insurance Group plc in Part I (Letter from the Chairman of RSA Insurance Group plc) of this Document, which contains the unanimous recommendation of the RSA Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting. A letter from Goldman Sachs International, Robey Warshaw LLP and BofA Securities explaining the Scheme appears in Part II (Explanatory Statement) of this Document. Action to be taken by RSA Shareholders is set out on pages 12 to 15 and at section 21 of Part II (Explanatory Statement) of this Document. Whether or not they intend to attend the General Meeting or the Court Meeting remotely, RSA Shareholders are asked to complete and return the enclosed blue and yellow Forms of Proxy (or appoint a proxy electronically as referred to in this Document) in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by Equiniti not later than 48 hours before the relevant meeting (excluding any part of such 48 hour period falling on a non-working day) (or in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting). If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be emailed to [email protected] at any time prior to the commencement of the Court Meeting. RSA Shareholders who hold RSA Shares in CREST may also appoint a proxy using CREST by following the instructions set out on page 14 of this Document. Action to be taken by RSA ADS Holders is set out at section 3 of Part VII (Additional information for Overseas Shareholders and RSA ADS Holders) of this Document. RSA ADS Holders who hold RSA ADSs directly, by having their RSA ADSs registered in their names on the ADS Register as of the ADS Voting Record Time, will be eligible to provide the Depositary with voting instructions for the Meetings and will be sent an ADS Voting Instruction Card to be completed and returned in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by the Depositary no later than 12:00 noon (New York time) on 13 January 2021. If you hold your RSA ADSs indirectly and have not received an ADS Voting Instruction Card, please contact the broker, bank or other nominee through which you hold your RSA ADSs. If you hold RSA ADSs and wish to vote at the Court Meeting and/or the General Meeting directly as a shareholder (whether remotely or by proxy), you must instruct the Depositary to cancel your RSA ADSs, subject to the terms and conditions of the Deposit Agreement (including payment of the cancellation fee applicable thereunder), and deliver the RSA Shares to you or your nominee to ensure that you are registered as an RSA Shareholder prior to the Voting Record Time. 2 COVID-19 Restrictions Notices of the Court Meeting and the General Meeting, each of which will be held at 20 Fenchurch Street, London, EC3M 3AU on 18 January 2021, are set out in Part X (Notice of Court Meeting) and Part XI (Notice of General Meeting) of this Document. The Court Meeting will start at 11:00 a.m. on that date and the General Meeting at 11:15 a.m. (London time) or as soon thereafter as the Court Meeting is concluded or adjourned. The RSA Board notes the measures issued by the UK Government in view of the ongoing COVID-19 pandemic. At the time of publication of this Document, the UK Government has prohibited large public gatherings, save in certain limited circumstances. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by the UK Government, and in order to protect the health and safety of the RSA Shareholders and RSA Directors, we hope that shareholders will understand that Scheme Shareholders and RSA Shareholders will not be permitted to attend the Court Meeting or the General Meeting in person, save for the Chair of the Meeting and anyone else nominated by the Chair of the Meeting. Scheme Shareholders and RSA Shareholders are strongly encouraged to appoint “the Chair of the meeting” as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions and vote at the relevant Meeting remotely via the Virtual Meeting Platform, further details of which are set out below and in the Virtual Meeting Guide. Instructions for accessing the Virtual Meeting Platform Scheme Shareholders and RSA Shareholders will be given the opportunity to remotely attend, submit written questions and vote at the relevant Meeting via a virtual meeting platform provided by Lumi (the “Virtual Meeting Platform”). Scheme Shareholders and RSA Shareholders can access the Virtual Meeting Platform using a web browser, on a PC or smartphone device. The web browser must be compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari. To remotely attend, submit written questions and/or vote using this method, please go to https://web.lumiagm.com. Alternatively, Scheme Shareholders and RSA Shareholders can access the Virtual Meeting Platform by downloading the latest version of the Lumi AGM application (the “App”) onto their smartphone device. The App can be downloaded from the Google Play Store™ Market or the Apple® App Store by searching by the application name “Lumi AGM”. If you have previously downloaded the App, please ensure you are using the latest version by checking the status in the Google Play Store™ Market or the Apple® App Store. Please be aware that the App does not support Android 4.4 (or below), iOS 9 (or below) or any other operating system. Once you have accessed https://web.lumiagm.com from your web browser, or downloaded the App, you will be asked to enter the Lumi Meeting ID which is 156-290-106. You will then be prompted to enter your unique Shareholder Reference Number (“SRN”) and PIN. These can be found printed on your attendance card at the bottom of the Forms of Proxy. Access to the Meetings via the website or App will be available from 10:45 a.m. on 18 January 2021, as further detailed below. If you are unable to access your SRN and PIN, please call Equiniti between 9:00 a.m.
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